Flowserve (NYSE: FLS) CFO logs new equity awards and tax share swap

Rhea-AI Filing Summary

Flowserve Corporation’s Chief Financial Officer Amy B. Schwetz reported multiple equity compensation transactions. On February 12, 2026, she was granted 14,892 performance rights and 14,892 restricted stock units, each normally settling into one share of common stock under the company’s long-term incentive plan.

On February 13, 2026, she acquired 58,827 shares of common stock at $0 and disposed of 23,192 shares at $87.02 in a tax-withholding transaction. A separate transaction exercised 55,742 performance rights into the same number of common shares at $0. After these steps, she directly owned 88,263 common shares, plus derivative holdings including performance rights and restricted stock units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schwetz Amy B

(Last) (First) (Middle)

5215 N. O'CONNOR BLVD.

SUITE 700

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLOWSERVE CORP [ FLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		A		58,827	A	$0	111,455	D
Common Stock	02/13/2026		F		23,192	D	$87.02	88,263	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Rights	(1)	02/12/2026		A		14,892		(1)	(1)	Common Stock	14,892	$0	88,103	D
Restricted Stock Units	(2)	02/12/2026		A		14,892		(2)	(2)	Common Stock	14,892	$0	56,431	D
Performance Rights	(3)	02/13/2026		M			55,742	(3)	(3)	Common Stock	55,742	$0	32,361	D

Explanation of Responses:

1. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% and are based on two factors during a three-year performance cycle beginning on January 1, 2026 and ending on December 31, 2028 which are: 1) the issuer's return on invested capital ("ROIC") measured against the issuer's target ROIC for each calendar year during the performance period; and 2) the issuer's average annual earnings per share growth over each calendar year during the performance period. The performance rights are also subject to a 15% payout modifier (positive or negative) based on the issuer's relative total shareholder return ("TSR") in comparison to the TSR of companies that comprise the S&P 500 Industrial Index for the entire performance period, as of January 1, 2026. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

2. Each restricted stock unit represents the right to receive, at settlement, one share of common stock and are granted to the reporting person pursuant to the issuer's long-term incentive compensation plan for employees. The shares vest ratably over a three-year period on each annual anniversary of March 1, 2026.

3. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% and are based on two factors during a three-year performance cycle beginning on January 1, 2023 and ending on December 31, 2025 which are: 1) the issuer's return on invested capital ("ROIC") measured against the issuer's target ROIC for each calendar year during the performance period; and 2) the issuer's free cash flow ("FCF") as a percentage of net income for each calendar year during the performance period. The performance rights are also subject to a 15% payout modifier (positive or negative) based on the issuer's relative total shareholder return ("TSR") in comparison to the TSR of companies that comprise the S&P 500 Industrial Index for the entire performance period. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

Remarks:

	/s/ Shakeeb U. Mir, attorney-in-fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Flowserve (FLS) report for CFO Amy B. Schwetz?

Flowserve reported that CFO Amy B. Schwetz received grants of 14,892 performance rights and 14,892 restricted stock units, acquired 58,827 common shares at $0, exercised 55,742 performance rights into shares, and disposed of 23,192 shares at $87.02 for tax withholding.

How many Flowserve (FLS) shares does the CFO own after these Form 4 transactions?

After the reported transactions, Amy B. Schwetz directly held 88,263 shares of Flowserve common stock. She also beneficially owned derivative awards, including 88,103 performance rights and 56,431 restricted stock units, which may convert into additional shares upon vesting under specified performance and time-based conditions.

What are the terms of the new Flowserve (FLS) performance rights granted to the CFO?

Each new performance right can become one Flowserve share, vesting between 0% and 200% over a three-year cycle from January 1, 2026 to December 31, 2028, based on ROIC, earnings-per-share growth, and a 15% modifier tied to relative total shareholder return.

How do Flowserve (FLS) restricted stock units granted to the CFO vest?

Each restricted stock unit converts into one Flowserve common share at settlement. The RSUs granted to the CFO vest ratably over three years, with vesting occurring on each annual anniversary of March 1, 2026, under the company’s long-term incentive compensation plan for employees.

Was the Flowserve (FLS) CFO’s share disposition an open-market sale?

The Form 4 shows a disposition of 23,192 Flowserve shares coded “F” at $87.02. That code indicates shares were withheld or delivered to cover exercise price or tax liability rather than a discretionary open-market sale, according to the transaction description provided.

What performance period applies to the exercised Flowserve (FLS) performance rights?

The exercised block of performance rights relates to a three-year performance cycle from January 1, 2023 to December 31, 2025. Vesting depended on return on invested capital, free cash flow as a percentage of net income, and a 15% modifier based on relative total shareholder return.